J)LI 



1113 



•lKii<Sis 



0„S^««8». 



HoUinger Corp. 
pH 8.5 



. 1 

)65 
313 
spy 1 



THE 

AMERICAN-SCANDINAVIAN 

FOUNDATION ^n)^^ yo<\\ 



CHARTER, CONSTITUTION 
and BY-LAWS 




507 FIFTH AVENUE 

NEW YORK 

1913 



^v 



^(p 



\ 



The American-Scandinavian Foundation 

Under the Gracious Patronage of their Majesties, the King of 
Denmark, the King of Norway, and the King of Sweden. 

The American-Scandinavian Foundation consists of a self- 
perpetuating Board of Trustees, incorporated in 1911, to hold in 
trust and administer an endowment created by the late Niels 
Poulson. Its purpose is to cultivate closer intellectual relations 
between residents of the United States and the Scandinavian 
countries. The Foundation carries out this end by granting 
stipends to students and aids to educational undertakings, by 
publications, and in other ways. 

The estate controlled by the Trustees amounted on February 
1, 1913, to slightly over $500,000, consisting of $100,000 given by 
Mr. Poulson before his death and the balance received according 
to the terms of his will. It was the express desire of the founder 
that other benefactors should add to the endowment, and the 
Trustees are privileged by their charter to receive and admin- 
ister any further funds entrusted to their care. 

President, Frederick Lynch. 
Vice-President, Christopher Ravn. 
Treasurer, William H. Short. 
Counsel, H. E. Almberg. 
Secretary, Henry Goddard Leach. 

Trustees 

Louis S. Amonson, Philadelphia. 

Prof. Samuel T. Button, Columbia University. 

John A. Gade, New York. 

John D. Hage, New York. 

Charles S. Haight, New York. 

Consul Oscar H. Haugan, Chicago. 

Hamilton Holt, New York. 

Prof. William Hovgaard, Massachusetts Institute of Technology. 

Alexander E. Johnson, New York. 

Rev. Frederick Lynch, New York. 

Prof. Arthur H. Palmer, Yale University. 

Consul-General Christopher Ravn, New York. 

Prof. William Henry Schofield, Harvard University. 

William H. Short, New York. 

Consul Charles A. Smith, Oakland, Cal. 



CHAPTER 15, LAWS OF STATE OF NEW YORK. 1911 
SIGNED BY GOVERNOR DIX, MARCH 16, 1911 



CHARTER 

An Act to Incorporate 
The American-Scandinavian Foundation 

The people of the State of New York, represented in Senate 
and Assembly, do enact as follows : 

Section I. Louis S. Amonson, Charles S. Haight, Hamilton 
Holt, Alexander E. Johnson, Frederick Lynch, Seward Prosser, 
William H. Schofield, Samuel T. Button, Oscar H. Haugan, 
William Hovgaard, Carl Lorentzen, Arthur H. Palmer, Chris- 
topher Ravn, Charles A. Smith, William H. Short, together with 
such persons as they may associate with themselves and their 
successors, are hereby constituted a body corporate by the name 
of the American-Scandinavian Foundation, for the purpose of 
receiving and maintaining a fund or funds and applying the 
income thereof for the purpose of maintaining an exchange of 
Students and Teachers, and for supporting all other forms of 
educational intercourse between the United States of America, 
Denmark, Norway and Sweden, to do and perform all things 
necessary to encourage and uphold by any means the objects of 
the said foundation which from time to time shall seem expedient 
to its trustees, thereby 

(1) Cultivating closer relations between the Scandinavian 
countries and the United States of America, and 

(2) Strengthening the friendly bonds between the American- 
Scandinavians. 

Section H. The Corporation hereby formed shall have power 
to take and hold by bequest, devise, gift, purchase or lease, any 
property real or personal, without limitation as to amount or 



value, except such limitations, if any, as the Legislature shall 
hereinafter impose, to convey such property and to invest and 
re-invest any principal and deal with and expend the income of 
the corporation in such manner as in the judgment of its trustees 
•will best promote its objects. It shall have all the power and 
be subject to all the restrictions which now pertain by law to 
membership corporations as far as the same are applicable thereto 
and are not inconsistent with the provisions of this act. 

Section III. The persons named in the first section of this 
act shall constitute the first Board of Trustees and constitute the 
members of the said corporation and shall have the direction and 
management of the affairs of the corporation and the control 
and disposition of its property and funds, and said persons before 
mentioned or a majority of them shall hold a meeting and 
organize the corporation and have full power to adopt a consti- 
tution and by-laws not inconsistent with the constitution and 
laws of this State The constitution shall prescribe the quali- 
fications, manner of selection, and the number of trustees to be 
appointed, the number of trustees who shall constitute a quorum 
for the transaction of the business at the meeting of the corpora- 
tion, the qualifications, manner of selection of such officers and 
employees as may be deemed necessary in transacting the busi- 
ness affairs of the corporation and any other provisions for the 
management and disposition of the property and regulation of 
the affairs of the corporation which may be found necessary to 
best carry out the objects and purposes of the donor. 

Section IV. This act to take effect immediately. 



CONSTITUTION 

of the 

American-Scandinavian Foundation 

Founded by Niels Poulson of Brooklyn, New York, in 
the year of our Lord Nineteen Hundred and Eleven. 

Article I. 

This corporation shall be known as the American-Scandinavian 
Foundation. 

Article II. 

The objects of this Foundation shall be: 

To receive by gift, bequest, devise, grant, purchase, lease, trans- 
fer or otherwise any real or personal property, to hold such 
property and to apply the income therefrom (or the principal if 
a donor shall so specifically direct) for the following purposes: 

(1) To cultivate closer relations between the Scandinavian 
countries and the United States, and to strengthen the bonds 
between Scandinavian-Americans. 

(2) To maintain an interchange between the United States 
and the Scandinavian countries of students, teachers and lec- 
turers; to assist deserving Scandinavian and American students 
in obtaining a higher education; and to advance Scandinavian 
influence and culture in the United States. 

(3) To advance the interests of Scandinavians in the United 
States in such ways and by such means as may from time to 
time seem wise, in the judgment of the Board of Trustees. 

Article III. 

Section i. All property received by the Foundation and the 
business of the Foundation shall be managed by a Board of 
Trustees, which Board shall consist of the persons named in the 
5 



first section of the act incorporating the Foundation. (Laws of 
the State of New York, 1911, Chapter 15.) 

Section 2. Said Trustees and their successors shall serve for 
life, except in case of incapacity, and except also that any trustee 
may be removed from office by the affirmative vote of four-fifths 
of the whole Board of Trustees voting in person or by proxy 
at any regular or special meeting, provided notice shall have 
been properly mailed to each trustee at least thirty days before 
the date of said meeting that a resolution will be offered for the 
removal of said trustee. 

Section 3. In case of a vacancy in the Board of Trustees by 
reason of death, resignation, incapacity or removal, such vacancy 
or vacancies shall be filled by the remaining Trustees at any 
regular or special meeting by a vote of four-fifths of the whole 
Board of Trustees voting in person or by proxy at said meeting. 
The Board shall, however, always contain at least eight members 
of Scandinavian birth and shall, so far as is reasonably possible, 
always contain at least two members born in each of the Scandi- 
navian countries. 

Section 4. At all meetings of the Foundation a majority of 
the Trustees shall be necessary to constitute a quorum. 

Section 5. The President, Vice-President, Secretary and 
Treasurer shall be chosen by the Board of Trustees at the annual 
meeting of the Board, to be held each year at such time and place 
as the By-Laws may provide. 

Section 6. The Trustees shall have the power to increase the 
number of trustees, and to elect such additional trustees as they 
may deem wise, provided that not less than one-half of all the 
trustees shall be of Scandinavian birth. Said additional trustee 
or trustees shall be elected at any regular or special meeting by 
a vote of four-fifths of the whole Board of Trustees voting in 
person or by proxy at said meeting. 

Article IV. 

The funds of the Foundation shall be invested in such secu- 
rities as are authorized at the time of the investment, by the 
laws of the State of New York for the investment of trust 
funds. No investment shall be made, and no property or secu- 



rities held by the Foundation shall be sold, except in accordance 
with a majority vote of the whole Board of Trustees. Only the 
income of the property held by the Trustees shall be applied to 
the uses and purposes of the Foundation, unless it shall be specifi- 
cally stipulated to the contrary by some future benefactor. 

Article V. 

The services of the Trustees of said Foundation, acting as 
trustees, shall be gratuitous, but the Board of Trustees may 
provide for the reasonable expenses incurred by trustees in the 
performance of their duties, and may fix such salaries as they 
deem proper for the services of the secretary, and such em- 
ployees as they consider necessary for the proper management 
of the affairs of the Foundation. 

Article VI. 

The Foundation shall have power to adopt By-Laws not incon- 
sistent with the provisions of this constitution and the laws of 
the State of New York. 

Article VII. 

This Constitution may be amended at any regular or special 
meeting of the Trustees by a two-thirds vote of the whole Board 
of Trustees, present in person or by proxy, provided notice shall 
have been properly mailed to each member of the Board of 
Trustees at least thirty days before the date of said meeting, 
which notice shall contain a copy of the proposed amendment and 
a statement of the object to be accomplished by the proposed 
change. Any member of the Board of Trustees may propose an 
amendment to this Constitution by forwarding the same to the 
Secretary of the Board, who shall mail the same to each member 
of tlie Board of Trustees. 



BY-LAWS 

of the 

American-Scandinavian Foundation 

Article I. 



The property of the corporation and its business shall be man- 
aged and controlled by a board of fifteen or more trustees, who 
shall be appointed or elected in accordance with the provisions 
of the constitution. 



Article II, 



Section i. The annual meeting of the Board of Trustees 
shall be held in the city of New York, on the third Saturday of 
January in each year, for the election of officers for the ensuing 
year, and for the transaction of such other business as may 
properly come before said meeting. Notice of the time and place 
of such meeting shall be given by mailing the same at least thirty 
days prior to the holding of such meeting to each trustee, ad- 
dressed to his residence or place of business, as the same shall 
appear on the books of the Foundation. 

Section 2. In addition to the annual meeting, the Board of 
Trustees shall hold regular meetings on the first Saturday of 
May and the first Saturday of November of each year on the 
same notice as required by section 1. 

Section 3. Special meetings of the Trustees shall be called by 
the President, Vice-President or Secretary in the same manner 
and upon the same notice, upon the written request of any five 
members of the Board. 

8 



Section 4. The order of business at the annual meeting of the 
Board of Trustees shall be as follows : 

1. Calling the roll; 

2. Reading of the minutes of the last meeting; 

3. Reports of officers; 

4. Reports of committees; 

5. Election of officers and trustees; 

6. Unfinished business ; 

7. New business. 



Article III. 



Section I. The officers of the Foundation shall be a President, 
Vice-President, Secretary and Treasurer, which officers shall 
be elected by the Board of Trustees by ballot at the annual meet- 
ing each year, and shall hold office for one year or until their 
successors are chosen. The President and Vice-President shall, 
and the Secretary and Treasurer may, be chosen from among 
the members of the Board. 

Section 2. The President shall be ex-officio chairman of the 
Board of Trustees, and shall preside at all regular and special 
meetings of the said Board. He shall have general supervision 
of the affairs of the Foundation, shall sign and execute all instru- 
ments in the name of the Foundation, when authorized so to do 
by the Board of Trustees, and shall countersign all checks drawn 
by the Treasurer. 

Section 3. The Vice-President shall, in the absence of the 
President, perform all the duties of that officer. 

Section 4. The Secretary shall keep the minutes of the Board 
in a proper book provided for that purpose ; shall give the proper 
notices of all meetings of the Board; shall have the custody of 
the seal of the Foundation and shall affix the same to all instru- 
ments requiring the seal, when so directed by the Board of 
Trustees. He shall have general charge, subject to the control 
of the Board of Trustees and of the Executive Committee, of 
all matters of administration; he shall prepare and submit to 
the Board of Trustees and Executive Committee plans and sug- 
9 



gestions for the work to be undertaken by the Foundation, shall 
assist the Treasurer in keeping the accounts of the Foundation 
and perform such other duties as may be assigned to him. He 
shall submit to the Board of Trustees at least ten days before 
the annual meeting a written report of the work done by the 
Foundation during the preceding fiscal year (which shall end 
December 31st of each year), together with recommendations as 
to the work to be undertaken during the succeeding year, and 
the appropriations necessary therefor, a copy of which shall be 
mailed to each member of the Board. 

Section 5. The Treasurer shall have charge of all funds, 
securities and other property belonging to the Foundation. Such 
funds as are kept on deposit shall be deposited in the name of 
the American-Scandinavian Foundation in such banks or trust 
companies as the Board of Trustees shall designate, and all 
securities shall be kept in a safe of a safe deposit company 
designated by the Board, and shall be open to the access of the 
Treasurer only when accompanied by the President or Vice- 
President. The Treasurer shall, under the direction of the Board 
of Trustees of the Executive Committee, disburse all moneys, 
sign all checks, and in general have entire charge of the dis- 
bursement of the funds of the Foundation, in accordance with 
the directions of the Board of Trustees. The Treasurer shall 
render a statement of his accounts to the Board of Trustees at 
its annual meeting, copy of which shall be mailed to each member 
of the Board at least ten days before said meeting, and shall 
render a similar statement to the Executive Com.mittee whenever 
it shall require the same. He shall enter or cause to be entered, 
in proper books of account to be kept by him for that purpose, 
full and accurate accounts of all moneys and property received, 
and their disposition. He shall at all reasonable times exhibit 
his books of account to any trustee of the Foundation upon appli- 
cation at the office of the Treasurer during business hours; he 
shall perform all the acts incident to the position of Treasurer, 
and shall be required to give bond for the faithful performance 
of his duties in such sum as the Board of Trustees may require. 

The accounts of the Treasurer shall be audited at least once a 
year by a regular chartered accountant designated by the Board 
of Trustees. 

10 



Article IV. 

COMMITTEES. 

Section i. The following standing committees shall be elected 
by the Board of Trustees at the annual meeting each year : 

Executive Committee ; 

Finance Committee; 

Committee on Foreign Affairs; 

Committee on Applications. 

Section 2. Said Committees shall meet at such times and places 
as may be convenient; shall choose their own chairman and sec- 
retary; and may pass such rules to govern their meetings as shall 
seem necessary, provided the same are not inconsistent with the 
Constitution and these By-Laws. A majority of the members 
of each committee shall constitute a quorum. 

Section 3. The Executive Committee shall consist of five 
members and shall be charged with the duty of carrying into 
effect the directions of the Board of Trustees as to the manage- 
ment of the affairs of the Foundation and the expenditure of 
the income of the funds held by it, during the intervals between 
the meetings of the Board of Trustees; but it shall have no 
authority whatever to dispose of property held by the Founda- 
tion or to commit the Foundation to any expenditure unless such 
action has previously been specifically authorized by the Board. 

Section 4. The Executive Committee shall submit at the 
annual meeting a report of the activities of the Foundation, and 
a financial statement for the previous year, which shall be printed 
and published upon the approval of the Board. 

Section 5. The Finance Committee shall consist of three 
members to whom may be referred for consideration any expen- 
diture of money or investment of funds. 

Section 6. The Committee on Foreign Affairs shall consist of 
five members. Said committee shall direct all negotiations and 
supervise all communications concerning affairs of the Founda- 
tion with any persons, institutions or governments in foreign 
lands. 

Section 7. The Committee on Applications shall consist of 
three members, which committee shall consider all requests for 
aid. 

11 



LIBRftRY OF CONGRESS 



Article V. ^ 028 133 740 3 



The Seal of the Foundation shall be circular in form, and shall 
have inscribed thereon in the margin the following words and 
figures : "The American-Scandinavian Foundation, Established by 
Niels Poulson, incorporated 1911." 

Article VI. 

AMENDMENTS OF BY-LAWS. 

These By-Laws may be amended at any regular or special 
meeting of the Board of Trustees by a two-thirds vote of the 
members present, provided written notice of the proposed amend- 
ment shall have been served personally upon or mailed to each 
member of the Board thirty days prior to the meeting. 



FORM OF BEQUEST. 

I, hereby give, devise, 

and bequeath to the American-Scandinavian Foundation, incor- 
porated on March 16, 1911, by special act of the Legislature of 
the State of New York, the sum of 



12 



J)LI 



.ftfe5 



028 133 7ffl 



Hollinger Corp. 
pH8.5 



